0000950123-03-010839 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New Jersey

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 29, 2002, is made and entered into by and between Party City Corporation, a Delaware corporation (the “Company”), and Steve Skiba (the “Executive”).

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TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New York

This TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of January 9, 2003 by and between Party City Corporation, a Delaware corporation (“Grantor”), and WELLS FARGO RETAIL FINANCE, LLC, as the arranger, collateral agent, and administrative agent for the Lender Group and any other holder of Obligations under, and as defined in, the Loan Agreement referred to below (together with its successor(s) thereto in such capacity, the “Agent”).

SEPARATION AGREEMENT
Separation Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New Jersey

This SEPARATION AGREEMENT (the “Agreement”) is dated as of August 26, 2002, and is entered into between PARTY CITY CORPORATION (the “Company”), and Thomas E. Larson (“Executive”).

COPYRIGHT SECURITY AGREEMENT
Copyright Security Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New York

This COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is made as of January 9, 2003 by and between Party City Corporation, a Delaware corporation (“Grantor”), and WELLS FARGO RETAIL FINANCE, LLC, as the arranger, collateral agent, and administrative agent for the Lender Group and any other holder of Obligations under, and as defined in, the Loan Agreement referred to below (together with its successor(s) thereto in such capacity, the “Agent”).

GENERAL RELEASE AND SEVERANCE AGREEMENT
Severance Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New Jersey

This General Release and Severance Agreement (hereafter “Agreement”), is hereby entered into between James Shea (“Executive”), and Party City Corporation, a Delaware corporation (the “Company”).

SEPARATION AGREEMENT
Separation Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New Jersey

This SEPARATION AGREEMENT is dated as of July 14, 2003, and is entered into between PARTY CITY CORPORATION (the “Company”), and Andrew Bailen (“Executive”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New York

THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is entered into as of January 9, 2003 by and among Party City Corporation, a Delaware corporation (the “Pledgor”), Party City Michigan, Inc., a Delaware corporation (the “Pledged Stock Issuer”) and Wells Fargo Retail Finance, LLC, as the arranger, collateral agent and administrative agent (the “Agent” or the “Secured Party”), on its own behalf and on behalf of the Lender Group and any other holder of Obligations under, and as defined in, the Loan Agreement referred to below (the Lender Group and such other holders of Obligations, collectively, the “Secured Obligation Holders”).

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New York

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of August 18, 2003 by and among Party City Corporation, a Delaware corporation (the “Company”), and the persons set forth on the Schedule of Investors attached hereto as Annex I, as such Annex I shall be amended pursuant to the terms of this Agreement (the “Investors”).

GUARANTY AND SECURITY AGREEMENT
Guaranty and Security Agreement • September 26th, 2003 • Party City Corp • Retail-miscellaneous shopping goods stores • New York

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is made as of January 9, 2003 by and between PARTY CITY MICHIGAN, INC., a Delaware corporation (the “Guarantor”), and WELLS FARGO RETAIL FINANCE, LLC, as the arranger, collateral agent and administrative agent for the Lender Group and any other holder of Obligations under the Loan Agreement referred to below (in such capacity, the “Agent or the “Secured Party”).

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